According to an AT&T press release, about 69 percent of the company'soutstanding shares voted for the merger, with just 2 percent voting against.

Other proposals tied to the merger were also approved by wide margins,including new corporate-governance provisions for the new AT&T ComcastCorp., which would make it difficult for shareholders to oust CEO Brian Robertsbefore 2010 or chairman C. Michael Armstrong before 2005.

AT&T shareholders also approved a 1-for-5 reverse stock split forAT&T and a proposal to create a tracking stock for its AT&T ConsumerServices unit.

'With their votes, shareowners have demonstrated their strong support forAT&T's restructuring,' AT&T chairman and CEO Armstrong said in aprepared statement.

'At a time when several of our competitors are struggling, today's resultsput us well on the way to executing our plan for positioning our broadband,business and consumer units to compete -- and lead -- in their respectivemarkets,' he added.

Earlier in the day, Comcast shareholders approved the AT&T Broadbandmerger at Comcast's annual meeting in Philadelphia. That approval was largely aformality because Comcast president Roberts and his family control more than 80percent of the MSO's voting stock.

The merger -- which would create the largest MSO in the country, with 22million subscribers -- is still awaiting approval by the Federal CommunicationsCommission, and it is expected to close by the end of theyear.